Forecasts. Not later than forty-five (45) days after the Effective Date (or if later, one hundred eighty (180) days prior to the date estimated by TRIS for receipt of Regulatory Approval of a Product NDA), AYTU shall provide to TRIS a rolling forecast that estimates the quantity of a Product to be purchased by AYTU for each month during the ​ period following the Launch Date (the “Initial Forecast”). Thereafter, at least 30 days prior to the beginning of each calendar month after the Launch Date (each, a “Forecast Delivery Date”), AYTU shall provide TRIS with a ​ rolling forecast that estimates the quantity of the Product to be purchased by AYTU for each month during such ​ period (each, a “Subsequent Forecast”, and together with the Initial Forecast, a “Forecast”) setting forth its estimated requirements for shipment by month for the Product. The ​ of each Forecast shall represent firm orders for the Product for which AYTU shall be obligated to issue Firm POs (as defined in Section 5.2(a)). All Firm POs must be with the lead times specified in Section 5.2. In the absence of receipt by TRIS within the required lead time of Firm POs requesting delivery in a given month, TRIS may treat the most recent Forecast for such month as a Firm PO for such month. All Forecasts shall be made in good faith based on AYTU’s commercially reasonable estimates of customer requirements. Each Forecast provided to TRIS hereunder shall also list the estimated number of units of inventory of Product held by AYTU and its Subsidiaries and any Sublicensees as of the date prior to the Forecast Delivery Date for which data are most recently available, and such information shall be provided by AYTU after termination and expiration of this Agreement on a monthly basis until AYTU, its Subsidiaries and any Sublicensee hold no inventory of the Product (collectively, “Inventory Reports”).

Forecasts. Buyer may provide Supplier with a non-binding, rolling 12 month forecast or blanket purchase order for the estimated quantities of Hemp Extracts that Buyer anticipates purchasing ("Forecast") in order to ensure an uninterrupted supply to meet demand. Any forecast or blanket purchase order provided by Buyer shall be clearly labeled with the word "forecast" or any other similar terms that identify the document as a forecast instead of a firm purchase commitment. Supplier agrees to work with Buyer to meet forecasted amounts and to accommodate fluctuations in the Forecast. The Forecasts shall represent reasonable estimates for planning purposes only and will not obligate Buyer in any way. However, if at any time Buyer is aware of a change or a short fall in the Forecast, it will immediately notify the Supplier in writing of such deviation. The parties acknowledge that any such forecast or blanket purchase order shall be considered as a non-binding purchase commitment unless otherwise specified within the terms and conditions of said blanket purchase order. If Buyer requests a quantity of a Hemp Extracts in excess of the forecasted quantity, Supplier shall use commercially reasonable efforts to accommodate such request. In the event Supplier's commercially reasonable efforts to accommodate Buyer's request would require additional fees, Supplier shall promptly advise the Buyer of any and all anticipated additional fees (including labor overtime, material expedite fees and/or expedite shipping fees) for Buyer's consideration and written approval. Upon written approval by Buyer, Supplier shall proceed to accommodate Buyer's request, and the approved additional fees shall be itemized as a separate line item on the Supplier's invoice.

Prior to the beginning of each calendar quarter, Buyer shall provide to Supplier a written forecast of the number of Parts expected to be ordered in the following three (3) month period. Based on the forecast, Supplier shall purchase Raw Materials for the manufacturing, labeling and packaging of the Parts, in such quantities, in Supplier's reasonable judgment, that are required to fill forecasted orders during such period. Buyer shall reimburse Supplier for any Raw Materials which remain in Supplier’s possession following the termination of this Agreement or a decision of Buyer or an agreement of the Parties which render such Raw Materials obsolete or not useable by Supplier hereunder. Reimbursement shall be made at actual cost including appropriate overheads.

Budgets and Forecasts. Not later than 90 days after the commencement of any fiscal year of the Borrower and its Subsidiaries, commencing with the fiscal year ending December 31, 2017, a consolidated budget in reasonable detail for each of the four fiscal quarters of such fiscal year, and (if and to the extent prepared by management of the Borrower) for any subsequent fiscal years, as customarily prepared by management for its internal use, setting forth, with appropriate discussion, the forecasted balance sheet, income statement, operating cash flows and capital expenditures of the Borrower and its Subsidiaries for the period covered thereby, and the principal assumptions upon which forecasts and budget are based.

Forecasts and Inventory Planning. On a monthly basis, ​ will provide ​ with a non-binding rolling forecast for the following month. Forecasts beyond the Monthly Minimum production requirements contained herein are for informational purposes only and do not create any binding obligations on behalf of either Party, unless otherwise agreed to in writing between the Parties. ​ will be responsible for material planning to meet the rolling forecast and mutually agreed upon service levels for the Product. ​ will promptly notify ​ if ​ becomes aware that ​ cannot meet the rolling forecast; provided, however, that a failure to provide such notice shall not constitute a breach under this Agreement.

business, strategic and marketing plans and forecasts, and the past results of such plans and forecasts;

9.5Production Forecasts

The forecasts of consolidated balance sheets and statements of comprehensive income (loss) of the ​ and its Subsidiaries which have been furnished to the Administrative ​ prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made and at the time the forecasts are delivered, it being understood that # no forecasts are to be viewed as facts, # any forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties or the Sponsor, # no assurance can be given that any particular forecasts will be realized and # actual results may differ and such differences may be material.

Prepare quarterly forecasts and yearly budgets;

The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing on the date of such forecasts, and represented, on the date of such forecasts, the Borrower’s best estimate of its future financial condition and performance.